Current Report Filing (8-k)
December 04 2018 - 05:04PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 4, 2018
FTI CONSULTING, INC.
(Exact Name of Registrant as Specified in Charter)
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Maryland
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001-14875
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52-1261113
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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555 12
th
Street NW, Washington, D.C. 20004
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (202)
312-9100
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 2.02.
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Results of Operations and Financial Condition
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FTI Consulting, Inc. (FTI Consulting) uses a presentation from time to time in its discussions with investors and analysts (the
Presentation). The Presentation includes FTI Consultings past and present financial results, operating data and other information. A copy of the Presentation is furnished as Exhibit 99.1 and has been posted to the FTI Consulting
website at www.fticonsulting.com.
ITEM 7.01.
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Regulation FD Disclosure
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In the Presentation, FTI Consulting uses information derived from consolidated and segment financial information that may not be presented in
its financial statements or prepared in accordance with generally accepted accounting principles in the United States (GAAP). Certain of these measures are considered
non-GAAP
financial
measures under rules promulgated by the Securities and Exchange Commission. Specifically, FTI Consulting has referred to the following
non-GAAP
measures:
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Total Segment Operating Income
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Total Adjusted Segment EBITDA
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Adjusted Earnings per Diluted Share
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FTI Consulting has included the definitions of Segment Operating Income (Loss) and Adjusted Segment EBITDA, which are
financial measures presented in accordance with GAAP, in order to more fully define the components of certain
non-GAAP
financial measures. FTI Consulting evaluates the performance of its operating segments
based on Adjusted Segment EBITDA, and Segment Operating Income (Loss) is a component of the definition of Adjusted Segment EBITDA. FTI Consulting defines Segment Operating Income (Loss) as a segments share of consolidated operating
income. FTI Consulting defines Total Segment Operating Income (Loss), which is a
non-GAAP
financial measure, as the total of Segment Operating Income for all segments, which excludes unallocated
corporate expenses. FTI Consulting uses Segment Operating Income for the purpose of calculating Adjusted Segment EBITDA. FTI Consulting defines Adjusted Segment EBITDA as a segments share of consolidated operating income before
depreciation, amortization of intangible assets, remeasurement of acquisition-related contingent consideration, special charges and goodwill impairment charges. FTI Consulting uses Adjusted Segment EBITDA as a basis to internally evaluate the
financial performance of its segments because FTI Consulting believes it reflects current core operating performance and provides an indicator of the segments ability to generate cash.
FTI Consulting defines Total Adjusted Segment EBITDA, which is a
non-GAAP
financial
measure, as the total of Adjusted Segment EBITDA for all segments, which excludes unallocated corporate expenses. FTI Consulting defines Adjusted EBITDA, which is a
non-GAAP
financial measure, as
consolidated net income before income tax provision, other
non-operating
income (expense), depreciation, amortization of intangible assets, remeasurement of acquisition-related contingent consideration,
special charges, goodwill impairment charges and losses on early extinguishment of debt. FTI Consulting defines Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of total revenues. FTI Consulting believes that the
non-GAAP
financial measures, which exclude the effects of remeasurement of acquisition-related contingent consideration, special charges and goodwill impairment charges, when considered together with its GAAP
financial results and GAAP financial measures, provide management and investors with a more complete understanding of FTI Consultings operating results, including underlying trends. In addition, EBITDA is a common alternative measure of
operating performance used by many of FTI Consultings competitors. It is used by investors, financial analysts, rating agencies and others to value and compare the financial performance of companies in FTI Consultings industry.
Therefore, FTI Consulting also believes that these measures, considered along with corresponding GAAP measures, provide management and investors with additional information for comparison of its operating results with the operating results of other
companies.
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FTI Consulting defines Adjusted Net Income and Adjusted Earnings per
Diluted Share (Adjusted EPS), which are
non-GAAP
financial measures, as net income (loss) and earnings (loss) per diluted share, respectively, excluding the impact of remeasurement of
acquisition-related contingent consideration, special charges, goodwill impairment charges, losses on early extinguishment of debt,
non-cash
interest expense on convertible notes, gain or loss on sale of a
business and the adjustment related to the impact of adopting the 2017 U.S. Tax Cuts and Jobs Act (the 2017 Tax Act). FTI Consulting uses Adjusted Net Income for the purpose of calculating Adjusted EPS. Management of FTI Consulting uses
Adjusted EPS to assess total company operating performance on a consistent basis. FTI Consulting believes that this
non-GAAP
financial measure, which excludes the effects of the remeasurement of
acquisition-related contingent consideration, special charges, goodwill impairment charges, losses on early extinguishment of debt,
non-cash
interest expense on convertible notes, gain or loss on sale of a
business and the adjustment related to the adoption of the 2017 Tax Act, when considered together with its GAAP financial results, provides management and investors with an additional understanding of its business operating results, including
underlying trends.
FTI Consulting defines Free Cash Flow as net cash provided by (used in) operating activities less cash
payments for purchases of property and equipment. We believe this
non-GAAP
financial measure, when considered together with our GAAP financial results, provides management and investors with an additional
understanding of FTI Consultings ability to generate cash for ongoing business operations and other capital deployment.
Non-GAAP
financial measures are not defined in the same manner by all companies and may not be comparable with other similarly titled measures of other companies.
Non-GAAP
financial measures should be considered in addition to, but not as a substitute for or superior to, the information contained in FTI Consultings Consolidated Statements of Comprehensive Income. Reconciliations of
non-GAAP
financial measures to the most directly comparable GAAP financial measures are included in the Presentation.
The information included herein, including Exhibit 99.1 furnished herewith, shall not be deemed to be filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing pursuant to the Securities Act of
1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such filing.
ITEM 9.01.
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Financial Statements and Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, FTI Consulting, Inc. has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
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FTI CONSULTING, INC.
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Dated: December 4, 2018
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By:
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/s/ CURTIS LU
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Curtis Lu
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General Counsel
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